This management flexibility gives shareholders a great deal of freedom, which will be formalized when the articles of association are drawn up.
An SAS is made up of one or more individuals or legal entities whose liability is limited to their capital contributions.
Like other types of structure, the SAS requires a series of formalities to be complied with in the event of a change of registered office.
Here's a quick rundown of the rules to consider!
To change the registered office address of your SAS, simply refer to the company's articles of association , drawn up by the partners at the time of its creation.
The latter will thus record who has this decision-making power, which is often assigned to the Chairman.
That's why it's vital not to neglect the drafting of these articles of association, as they will have an impact on every decision taken by the SAS.
Even if the wording of these articles of association is relatively flexible, the partners may need to hold a general meeting to approve each decision.
The AGM is convened at the Chairman's request, and the resulting decisions are recorded in the minutes.
Following the decision to change the registered office, two copies of a file must be filed with the CFE, or with the relevant registry.
If the change of registered office takes place within the jurisdiction of the same commercial court, a number of formalities need to be considered.
Once the decision to transfer the registered office has been taken, you then need to publish your transfer notice in a newspaper authorized to publish legal notices, in the département where the SAS registered office is located.
Following publication of the transfer notice, you will need to prepare a file for submission to the relevant CFE.
A number of documents must be included:
- A copy of the document confirming the transfer decision by the legal representative of the SAS
- A copy of the articles of association indicating the new registered office address
- The duly completed M2 form, available from the Registrar of your Commercial Court.
- A photocopy of the request for publication of the legal notice in the department in question
- A document showing the premises to which your registered office has been transferred
- If the legal representative is not the person in charge of these formalities, a power of attorney is required for the authorized third party.
- A cheque for €198.64 made payable to the clerk's office of the commercial court in your département
If you transfer the registered office of your SAS to the jurisdiction of a different commercial court, the procedures to be followed vary.
First of all, the decision to change the registered office remains unchanged: you will need to refer to the SAS articles of association and, if necessary, call a shareholders' meeting.
As in our first case, publication of this decision in a legal gazette is expected.
But with a difference, not one but two notices will have to be issued
Indeed, your first notice must be published in the legal gazette of the original département, and a second must also be published in a legal gazette located in the new département.
As regards the file to be filed with the Registrar of the Commercial Court, similar documents must be included, with a few minor distinctions:
- A photocopy of the minutes of the shareholders' meeting transferring the registered office.
- A copy of the updated bylaws.
- M2 form
- A photocopy of the request for publication of the legal notice in each département.
- A lease for the new premises.
- A power of attorney for the person authorized by the legal representative.
- Payment by cheque in the amount of 246.86 euros made payable to the Clerk of the Commercial Court.
Please note that if you are transferring your registered office abroad, you will also need to provide the CFE with proof of your registration in the host company's commercial register.
If the formalities to be completed are relatively lengthy, the cost of transferring the registered office of your SAS is also worth considering.
Lawyers' and accountants' fees generally range from €500 to €1,000.
The cost of compulsory legal announcements is between €200 and €300 per announcement, not to mention the fact that if the company is transferred to another commercial court, two announcements will have to be published.
Registry fees also have to be taken into account, with €198.64 for a transfer within the same département, and €246.86 for another département.
Think carefully before you change your address, as there are many formalities to be completed and considerable expenses to be incurred!
Written by our expert Maeva Girardot
April 6, 2018
